Rush Street Interactive, Inc.
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
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FY2025 · Filed Feb 18, 2026
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Rush Street Interactive, Inc.
Opinion on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Rush Street Interactive, Inc. and Subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in 2013 Internal Control - Integrated Framework issued by COSO.
Basis for Opinion
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that responds to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Restricted Stock Units with Market-Based Conditions
Critical Audit Matter Description
As described in Note 8 to the consolidated financial statements, during the year ended December 31, 2025, the Company issued 0.4 million Restricted Stock Units (“RSUs”) with market-based conditions that had a total fair value of $6.0 million. Specific vesting conditions for these RSUs are based on the Company’s total shareholder return relative to a peer group as defined in the grant agreement. The fair value of RSUs with market conditions was determined using a Monte Carlo simulation with the assistance of the Company’s third-party valuation specialist. The Monte Carlo simulation requires the Company to make certain key assumptions, including expected volatility, expected term, and risk-free interest rate. Given the inherent uncertainties and application of judgment involved in the valuation of RSUs with market conditions, our audit procedures required a high degree of subjectivity, auditor judgment, involvement from our valuation specialists, and effort to evaluate managements conclusions.
Response
To address this matter, through our integrated audit approach, we performed both control testing as well as substantive audit procedures. We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over share-based compensation. We tested controls over management’s review of the assumptions used with regards to the valuation of the RSUs with market-based conditions. We also tested management's controls to validate that data used in management’s estimates in the valuation was complete and accurate. Our substantive audit procedures included, among other things, inspecting grant agreements and Board of Directors’ minutes to evaluate the key terms of RSUs with market- based conditions, testing the significant assumptions underlying the performance conditions, and testing the completeness and accuracy of key grant data—such as grant date, exercise price, and vesting conditions—by agreeing those inputs to source documents, including Board of Directors’ minutes and grant agreements. With the assistance of our valuation specialists, we evaluated management’s valuation of the RSUs with market-based conditions by evaluating the Monte Carlo valuation methodology and the reasonableness of the valuation assumptions, including the expected volatility, expected term, the risk-free interest rate, and correlation coefficients, and independently calculating a fair value estimate for the RSUs with market-based conditions. We tested management’s significant assumptions by comparing the assumptions to current market and economic trends, historical results of the Company's business, and to other relevant factors. We also evaluated the adequacy of the Company’s share-based compensation disclosures included in Notes 2 and 8 of the consolidated financial statements in relation to these matters.
Capitalized Internally Developed Software Costs
Critical Audit Matter Description
As described in Note 2 to the consolidated financial statements, the Company capitalizes qualifying costs incurred to develop internal-use software when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and perform as intended. These capitalized costs include compensation for employees who develop internal-use software and external costs related to development and implementation of internal-use software. During the year ended December 31, 2025, the Company capitalized $28.6 million of qualifying costs incurred to develop internal use software. As of December 31, 2025, the Company had $43.6 million of unamortized internally developed software costs. Management applies judgment to estimate the costs incurred by its software engineers, specifically during the application development stage of capitalizable projects. Given the judgment required by management, our audit procedures required a high degree of auditor judgment, subjectivity, and effort to evaluate management’s conclusions.
Response
To address this matter, through our integrated audit approach, we performed both control testing as well as substantive audit procedures. We obtained an understanding, evaluated the design and tested the operating effectiveness of management’s controls over the Company’s capitalized internally developed software costs process. We tested controls over the Company’s process to review the time incurred by developers on each project and controls over management’s estimation of the labor costs to capitalize. To test the Company’s capitalized internally developed software costs, we obtained an understanding of management’s process for evaluating internally developed software costs and the nature of internal software development costs capitalized. We performed audit procedures that included, among other things, inspecting underlying documentation to evaluate whether the costs were capitalizable under the applicable accounting standards for a sample of projects. We interviewed technology and development project personnel to understand the objectives, nature, and status of the projects. During these interviews, we compared their responses on time spent on capitalizable projects to management's estimates of capitalization percentages based on level and position, noting no inconsistencies. We also inspected underlying documentation and tested the data supporting the nature and amount of labor costs capitalized.
/s/WithumSmith+Brown, PC
We have served as the Company’s auditor since 2020.
New York, New York
February 18, 2026
PCAOB ID Number 100
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